My Little Fairy Tail
by ponyfairyVania
Summary: After returning home after seven years, Natsu, Lucy, Grey, Erza, Wendy, Gajeel, Levy, Carla, Happy and Pantherlily go looking for a missing guild member. next thing they know they're sent to the magical land of Equestria. Will they be able to resolve a war and return home? Read and find out!
1. The Return and The Journey

Seven years. It had been seven years since many of Fairy Tail's members had been home. The weeks following their return had been filled with laughter, parties and old friends catching up. One would never guess that for seven years these members had been believed dead after the destruction of Sirius island by Acnologia. True there had been sad moments mixed with the happy, but all in all it was like two old friends meeting on the street after not seeing each other for years.

Then quiet fell over the guild like a blanket as exhausted guild members relaxed. Natsu, Lucy and Happy had just returned from a mission, with the later two exhausted. Natsu however was pumped and ready for the next mission.

"Aw come on." He complained. "I'm not tired at all. I'm pumped and raring to go, so let's go pick another job."

"Sorry Natsu but right now I don't have the energy." Lucy sighed.

"Aye." Happy groaned.

"You too Happy!?" Natsu yelled. "Come on we need another mission!"

Ever since the missing guild members heard about the guild's debt to Twilight Ogre, many of the members, feeling guilty for the debt, had gone out on jobs to help pay off the debt. Others, like Natsu, wanted to go out and beat up 'those punks', but had been forbidden by Master Makarov (Natsu harder to convince).

"Good news." Master Makarov announced as he strode in followed by Erza, Mirajane, Macao and Wakaba. Erza and Mirajane looking undeniably pleased with themselves and Macao and Wakaba grinning happily.

"Twilight Ogre has agreed to lift the debt we owe them." Macao announced, grinning.

All of the guild members grinned and a cheer filled the guild hall.

Wakaba's grin broadened as he put his arm around Natsu's shoulder.

"You should've seen it." He chuckled. "By the time Master Makarov, Erza and Mirajane were done with them, not one member could stand straight, much less walk."

"Oh stop it." Mirajane said coyly.

"It was nothing." Erza said modestly, though everyone could see her blush.

"Whaaaaaat!?" Natsu complained. "You guys got to beat up those jerks and I didn't!?"

"Can it hothead." Grey interjected. "We all know Master Makarov can't trust you with anything because you would end up blowing up half the city. Speaking of which, how did your job go?"

Natsu instantly rounded on Grey and Lucy swore she could see sparks flying out of his mouth.

"What was that!?" Natsu growled. "Say that again. Right to my face."

"Sure thing, hothead." Grey growled back as the tempiture around him dropped.

"Alright thats it. It's go time!" Natsu shouted as his hand hands ignited.

"Fine by me." Grey said as he knocked his fist to his palm. "Just don't come crying to me when I pummel you."

An audible snap was heard and Natsu's flames increased.

"Your ash, stripper!"

"Boys." A calm firm voice said.

Natsu and Grey froze and turned to see the source of the voice, Erza with a dark expression on her face.

"Oh hey Erza didn't see you there." Grey said nervously as he and Natsu slung their arms around each others shoulders. Both were sweating nervously. "We were just saying hi." He said.

"Aye." Natsu said.

Erza smiled. "Good to see you two are getting along." She said before turning to Lucy. "I heard about your father. How are you?"

Lucy bit her lip. "I'll be fine." She said. "At first I wasn't sure how I felt about him. He wasn't the best dad ever. But then when I went home I found out that he hadn't lost faith in me and that he'd been sending birthday presents for the past seven years. And I just cried. Cause now I know he loved me and the fact that we never grew close while he was alive I just..." She paused as she realized that she had started crying.

Reaching up she brushed away the tear that had formed in her eye and smiled. "But then Natsu was there for me." She continued. "And I knew that everything was going to be alright."

Erza smiled as she looked at Lucy's. Because she knew that her smile was genuine.

"So how was your job." She asked.

In an instant Lucy's smile fell and she gave a sigh of exasution as her head dropped to the table.

"Long story short we ended up using our reward to pay for the damages done to the town. Sometimes I wonder if it's possible for Natsu to show some restraint."

Erza chucked warmly. "Your not the only one who thinks that."

Macao sat down at the other end of the table and smiled. "Their back Eveline." He mumbled to himself. "I just wish you could see this." He said as he took a swig of his drink.

Much of what he had said had been lost in the ruckus of the guild hall, but those with sharp ears, Natsu, Grey, Gajeel (who sat not too far away), Erza, Lucy and Makarov had heard him and rounded him. When Macao put down his glass, he nearly jumped out his seat at the sudden flood of faces in front of him.

"What was that you were saying?" Natsu asked.

Macao blinked and sighed. "Its something we don't really talk about." He said. "And anyways it happened a long time ago, so..."

"Spill." Erza growled.

Macao flinched. He'd forgotten how scary Erza could be. He looked around the room. Quiet had fallen over the guild hall as all eyes focused on him. Seeing no way out Macao sighed and started at the beginning.

"Not too long after your disappearance we received a new recruit." He began. "Her name was Eveline. She was a kind, sweet, hard working woman. It seemed like there was nothing she couldn't do. When we were at our lowest she came to us like a glimmer of light and lit our otherwise dark world. She taught us to hope for our friends and for a while we thought we could do anything. We had hope for the first time in months."

Many of the guild members who had been around while the others were gone smiled at what seemed to be a pleasant memory.

"And magical talent? She could do things no one could've thought possible. While she was here she took on many of the high paying jobs on her own. Even S-class. And every job she took, she came back from in record time."

"She currently holds the record for the fastest completed S-class job." Reedus said. "Three days."

Natsu cracked his knuckles. "Bet I can break that in my sleep."

In an instant he was clobbered by Makarov, Erza and Lucy at the same time. "No way." They said at the same time.

Macao smiled. "It was obvious she was more powerful then me and I confronted her about taking my position as guild master. But she just smiled at me and said that she couldn't do such a thing. Regardless, because of her we were able to get through the first year. We had hope and we maintained our quota. Then one day, she disappeared."

"What you mean?" Makarov asked.

"I mean just that." Macao answered. "Just like that she was gone. We couldn't find her anywhere. It was like 'poof' and she was gone. We searched everywhere and asked around everywhere. Nobody had seen her. After that everything seemed to fall apart. We fell into debt, lost the old guild hall and had move out to this guild hall. Then we lost hope and the rest is history."

For a moment there was quiet as Macao turned his attention to his mug.

"Sometimes I wonder if she knew that this was going to happen and that's why she didn't accept the position of guild master. But I guess I won't ever know what happened."

Macao then took a swig of his drink after finishing his sentence. The rest of the guild sat in silence.

'How sad.' Lucy thought. 'The guild must've suffered so much while we were gone.'

"Lucy." Natsu said. Lucy turned to Natsu, his face expressionless. "I've a decision." He said as he slowly got to his feet. "I'm going to go find Eveline!" He loudly declared.

Everyone jumped at the sudden shout and gaped at him. Macao almost choked on his drink and gaped as well.

Lucy sat there for a minute and then grinned. "Count me in." She declared, her exhaustion forgotten.

"Me too." Erza said.

"May as well." Grey said joining the growing group.

"Me too!" Wendy bounced up.

"Why not? I ain't got anything better to do." Gajeel stepped forth.

"And me." Levy said.

"Don't forget us." Pantherlily said.

"Aye."

Wendy grinned. "Of course not." She said as she hugged Carla.

"Stop hugging me." Carla said. "I'm just coming to keep an eye on things. I'm not getting any vision of what may happen."

Natsu looked around at the assembled members then turned to Macao, who simply gaped at the group, and jabbed his finger in his face.

"Don't you worry." He declared. "We'll bring her home no matter what."

"So where are we starting, genius?" Carla asked as the group wandered the streets of Magnolia. "What were you planning on doing? Wander the streets calling her name?"

Grey sighed. "Leave it to Natsu to not have a plan." He said. "What a moron."

"What was that!?"

"You heard me, idiot!"

"ALRIGHT IF IT'S A FIGHT YOU WANT, IT'S A FIGHT YOU'LL GET! I'LL BURN YOU TO A CRISP YOU PERVERT!"

"BRING IT ON! I'LL BEAT YOU WITHOUT BREAKING A SWEAT!"

"ENOUGH!" Erza shouted and the two automatically froze, quickly followed by pretending to be best buds.

'Idiots.' Carla thought to herself. "We still don't know where to start." She pointed out.

"True." Erza admitted.

"Well," Lucy started. "If I was starting a search, I would start at the home of the person and look for clues."

Carla nodded. "Sounds like a good place to start." She said. "Now where is her home?"

There was a minute of silence as everyone suddenly realized they didn't know much about this person.

Carla face palmed. 'Idiots'

"Wait." Levy said as she suddenly got an idea.

Carla raised her eyebrow.

"What if I crafted a tracking spell?" She said. "It'll take a while, but I think I could do it."

Carla nodded. "Sounds pretty good." She said. "So you can lead us to her?"

Levy shook her head. "Tracking spells for people are impossible to set up with the limited info we have." She said. "Even if by some chance I could do it, it would be inaccurate and most likely take us in the opposite direction. However. If I use a simple finders spell, I could find her home."

"Well what are you waiting for?" Natsu asked. "Let's get to it!"

Levy nodded and began the spell. As she continued, a magic circle appeared in her hands. Then there was a flash of light.

Once everybody could see again, they turned to Levy. Levy stood right where she was, her cupped hands out in front of her and hovering right above them was an orb of light. The orb was no bigger then Levy's fist. It flickered and dimmed as it bobbed up and down. In basic, it was quite underwhelming.

"That's it?" Natsu said incredulously.

Levy blushed. "It was the best I could do with such limited information." She said. "If I'm right it should lead us to the place."

All of a sudden the orb shot out of her hand and down the street. The orb bobbed and shot over to one building then to the next before rushing down the street with the group in hot pursuit.

The orb maintained a pattern of shooting forward, pausing to investigate buildings, then shooting forward again.

This pattern was maintained for an hour before the orb landed on top of a tile roof and dissipated. The group, now out of breath stood in front of the building staring at it. It was a two story whitewash house with a red tile roof. The porch was a wrap around porch occupied by two wicker chairs, a table and a hammock. Directly above the porch was an impressive balcony accessed by a pair of double doors.

As they approached the house, the group saw children. Two of the older children sat at the table playing cards. While around them three of the younger kids ran up and down the porch squealing with delight as they played tag. A sixth sat in the hammock acting like it was a swing.

As they drew closer, one of the children (presumably the eldest) noticed them. Putting down her hand , she got up and turned to the door.

"Mom!" She called. "Somebody's here.!"

Suddenly, less then half a dozen eyes turned towards them and before anyone could react, they were practically tackled by five little ones.

"VISITORS!" They screamed like a battle cry.

"Wow you're so tall."

"Why do you have metal in your skin?"

"LOOK! Kitties!"

"Kyaa! Let me pet it!"

"ME TOO!"

"KITTIES HAVE WINGS!" The children declared as the three exceeds pulled themselves out of the children's grasp by flying, an action that only served to excite them more as they all tried to jump up to catch the 'bird-cats'.

"Alright kids let's leave the 'bird-cats' alone." A kind voice said.

The children turned to the girl standing behind them. There was a chorus of "awwwwwwwww's" as the children slunk back to the house. The girl stood there for a minute as she watched their retreat before turning back to her guests.

She was a relatively tall girl with a slim frame and pale skin. Her eyes were dark brown and her short hair was light brown.

The looked to the strangers and smiled sheepishly. "Sorry." She said. "Their over excitable."

"That's okay." Lucy said.

Carla sniffed. "Speak for yourself." She said. "You're not the one who almost got shredded by those things."

"Aye." Happy confirmed.

"Apologies miss...um." The girl said as she bowed.

"Carla." Came the reply. "The goofy one is Happy and the black one is Pantherlily."

The girl snorted.

Pantherlily raised and eyebrow. "Is something funny?" He said.

"Sorry." The girl said as she chuckled. "It's just that Pantherlily strikes me as a girls name. Not the Panther part. The Lily."

Pantherlily looked indignant. "I'll have you know Pantherlily is a warriors name." He said.

"Yes of course." The girl said, stifling her laughter. "And what of your friends names?"

"My name is Lucy." Came the reply. "These are my friends Natsu, Grey, Erza, Wendy, Gajeel and Levy."

The girl bowed once again. "Pleased to meet you all. My name is Megan. Those kids back there were my siblings."

"Hey are we playing cards or what?" Came a voice from behind Megan, which made her jump. Behind her was a slightly shorter boy with darker hair and eyes then her wearing glasses.

"You scared the life out of me." Megan said to the newcomer.

The boy rolled his eyes. "Sorry to bug ya, but I really wanna finish the game. I think I'm winning."

Megan smiled impishly. "Not by a long shot." She said. "Come and let me introduce you." She then turn to face the guests. "Jack, this is Lucy, Natsu, Grey, Erza, Wendy, Gajeel and Levy. Guys, this is my little brother Jack."

"Only by by an hour." Jack stated before turning around to return to his seat on the porch, where four sets of eye peered out at the strangers. All of them zeroing in on the exceeds. Carla, Happy and Pantherlily shivered.

"Anyways," Megan continued. "What can we do for you."

"We're looking for somebody." Wendy answered.

Megan shrugged. "Sure." She said. "Maybe I can help."

"What do you know about somebody named Eveline." Gajeel asked.

Megan frowned and everyone felt that they'd breached a sensitive subject.

For a long time they all stood there, Megan staring at the ground and the group staring awkwardly at Megan wondering what to do. In the background the squeals of children could be heard once more as the little ones started another game of tag.

After a full five minutes, Megan licked her lips and looked up at the group. "Can we talk about this in the house?" She asked hoarsely.

The house was very clean. Apart from the occasional toy, it was neat. Sitting in a rocking chair in the living room was a tired women cradling a little baby. As the group entered the room, she started to get up. In a few short strides, Megan crossed the room to the women and placed a hand on her arm.

"Mother you should be resting with Jane." She said to the woman.

The woman shook her head. "But what about the children?" She said. "And we have guests."

"Jack's watching the kids." Megan assured her mother. "And I'm taking care of the guests. You just get some rest. Okay."

The woman nodded. "Okay." She said. "But you know I'm not going to keep leaving everything to you two."

Megan grinned. "Of course you aren't."

Megan lead the group through the room and down a hall into a another room.

"Take a seat." She said.

They complied.

"Listen," She said. "I can honestly say that no one in this family knows where Eveline is."

"Can you tell us about her?" Erza asked.

"Not much." Megan answered. "I was only a little kid when she came. And she only stayed for so long. My dad died awhile ago when he got in a bar fight. I don't remember much about him except he smelled of alcohol and yelled at mom till she cried. A couple years after his death mom got remarried. Her current husband is nicer and a decent man. He goes to his job, works hard and comes home. He loves my mom and he also loves me and Jack. Besides my twin Jack, all of my siblings are my half siblings. But I love them anyways."

Megan cleared her throat.

"Anyways," She continued. "Even though my step dad is a hard worker, his work doesn't pay much. So my mom decided to rent out some rooms. That's when she came. Eveline was a kind person. She wanted to not only rent a room but also a whole floor. With the money she gave us we let keep the floor. Since then we've been okay, able to take care of ourselves on my dad's budget. Since then she became family. When she wasn't at the guild or on a job, she would be here helping out around the house. Doing chores and watching out for Jack and me.

"The day she disappeared had been like any other day. She came home and we had dinner. Dad even proposed a toast in her honor. Afterwards we sat a talked about our day. I remember I loved hearing about the many jobs she'd been on and the many people she'd met. And I often dreamed about going on adventures like that and helping people."

Megan then leaned forward. "I've even been practicing my magic."

Natsu grinned and gave her a thumbs up. "Great." He said.

"You know if you want to be a great wizard, you can always try Fairy Tail." Lucy said.

Megan's eyes brightened. "Really!?" She said excitedly.

"Anyways," She continued. "Afterwards we all we to bed. The next morning Eveline didn't come down. We became worried and went upstairs. She was nowhere to be found. We looked everywhere and we couldn't find one trace of her. She was simply gone. We went around town, asking around and looking for her in general. But she was just gone."

Everyone sat in silence as they digested this information. 'So she never even left the house.' Carla thought. "If what you say is true, then there must be some clue on her floor." She said out loud.

Megan nodded. "Makes sense." She said. "Come on I'll take you there."

The group followed Megan as she led them upstairs. Afterwards she didn't joined them as she had responsibilities to her half siblings and mother. So they were on their own up there.

The group split up and explored each room of the floor. Lucy explored the bedroom. There wasn't much to say about the place. To one side was a large unkempt bed. The blankets, Lucy noted had been thrown off, either by Eveline or while the family was looking for her. One and a half of the walls were dominated by large bookshelves filled with every type of book imaginable. Particularly magic. Lucy walk over to one of the shelves and pulled a book of. 'The Beginners Handbook to Magic' she read. Then she saw on of the pages had been bookmarked. Flipping to the bookmarked page she read the first sentence.

'Magic Portals. Magic portals are tricky. Especially long distance ones. They are extremely rare and can only be performed by wizards of high power and expertise.' The rest of the page was dominated by a diagram of what Lucy assumed was a portal magic circle.

'High power and expertise' Lucy thought, remembering what Macao had said about her. 'She could complete an S-class job in three days.' She thought to herself. 'Why not create a portal spell?' She paused. 'What if something went wrong?'

Lucy closed the book and replaced it. At it slid into place, Lucy heard a click. All of a sudden the bookcase shuddered and began to slide across the floor, revealing a secret room.

Once the case stopped moving, Lucy fell staring at the new doorway. "GUYS, I THINK I FOUND SOMETHING!" She screaming once she found her voice.

In an instant she was surrounded by everyone. Half of them looking ready for a fight.

"What is it? What happened Lucy?" Natsu asked.

All Lucy could do was point at the new room in front of her.

Everyone turned to look and let out a gasp.

Once Lucy calmed down she told everyone how she found it.

"Hmmmm." Carla said. "Quite clever. Using a bookshelf to hide another room. Bravo."

"So should we go in?" Happy asked.

"I say we do!" Natsu declared, taking a step towards the door.

"Hold on." Erza said. Natsu froze. "We have no idea what could be in there. Perhaps some nasty creature or a trap."

"If there was a creature in there, don't you think it would've attacked us by now?" Carla asked. "Also I find in doubtful that anything could survive being in there for six or seven years."

Pantherlily nodded. "And as far as I know there aren't many spells that can last that long either." He said.

"Well nothing ventured nothing gained." Gajeel said. "I'll go first."

Before anyone could say anything, Gajeel stepped into the room. For a minute all was quiet as everyone watched with baited breath. One minute. Two minutes. Three minutes...

"Hey guys it's not half bad in here." Gajeel called from the darkness.

Everyone breathed a sigh of relief and then decided to follow him in.

By the light of Natsu's flames, the group was able to see the room clearly. It wasn't very big. Bout a third of the size of the previous room. It was made of smooth wood and was covered in thick dust.

Other then that there was nothing else to say about the room. Lucy was the last one in as something about that room gave her the creeps. As she looked around the room, something at her feet caught her eye. Squatting down, she rubbed off the dust covering it. It was a line.

"Guys, there's something on the floor." She said.

Everyone turned their attention to the floor. Then, working carefully, they all began to dust off whatever it was. When they finished, they looked down at what they had uncovered. It was a magic circle. A somewhat familiar magic circle.

"Guys." Lucy said. "This is the portal magic circle. But it looks different then the one I saw."

"Cool." Natsu said bending down get a closer look, almost touching the floor with his flaming hand.

"Hey! Watch it idiot!" Grey called to Natsu, who immediately stood up and turned to Grey. "One touch of your fire and we all go up in smoke!"

"Hey! You want me to come over there and pummel you!?" Natsu replied.

"Calm down." Levy said. "This is no place for a fight."

"I don't think we should be in here." Lucy said.

"Well then why don't you leave?" Carla said haughtily.

"Because the doors stuck."

"Fascinating." Erza murmured to herself as examined the circle. "It seems as though the the circle is burned into the floor. Like a stain. I wonder what could do that?"

"I don't want to find out." Lucy cried. "I just want to get out of here."

"Surely the door can't be that stuck." Erza said as she walked towards the door. "Let me try."

In all the commotion no one noticed when a spark of Natsu's fire fell to the floor a landed on a line. No one noticed when the spark glowed and was absorbed by the circle. And nobody noticed when the glow spread across the entire circle and became it became activated until it was too late.

"What the...!" Erza said as light filled the room.

"Oh man." Lucy whimpered as she felt like fainting.

Everybody else was speechless as they watched the circle hum to life. The light then expanded beyond it's lines creating a circle of light. Suddenly everyone in the room felt a sort of tugging feeling, like being sucked into a vacuum only there was no air. Only a force that dragged them into the circle. Many resisted, but it was futile. Soon enough they all fell through the circle of light. The last to fall was Natsu. Natsu could feel no ground in the empty blackness around him. The second he went through he felt himself being pulled and stretched till it hurt. As he felt his consciousness drifting, he had a feeling that something was different. The last thing Natsu saw before passing out was a light.


	2. Equestria

Lucy hurt all over, her body ached like someone had squished her like clay and pushed her into a mold. Not only that but her head hurt like somebody had jabbed a dagger into it and twisted it. Right at that moment she felt like curling up and sleeping. But something nagged at her from the back of her head (as if she didn't already feel like she was dying) telling her to wake up.

'Alright alright.' She thought to the invisible force. 'I'll get up.'

As she pushed herself to consciousness, a ray of light came into her field of vision.

'I'm outside?' She thought. 'I could've sworn I was indoors.'

Then the memories of the previous day came flooding to her and she snapped awake, sitting up suddenly only to falter when she was hit by a sudden feeling of vertigo.

'That right.' She thought through her dizziness. 'The portal activated and we got sucked in. I thought that place was creepy.' She thought as she raised her hoof to her head to steady herself. Then she stopped.

'Hoof?' She thought.

She then looked at the appendage once again. There in front of her was a pale yellow hoof. Lucy lifted her other ha-hoof for examination. Another pale yellow hoof marked with her guild mark. Hyperventilating, Lucy turned to examine her body. She had turned into a pale yellow pegasus with a golden mane and tail. And on her flank, Lucy saw a picture of a golden ring with gate keys.

'My gate keys.' She suddenly thought, looking around for her gate keys. She spotted them on the ground next to her.

'Aquarius is going to kill me.' She thought gloomily as she picked them up.

'Maybe this is a dream.' She thought hopefully. But the her headache spiked as if to remind her this was no dream.

"Oh my head." A voice groaned behind her, crashing her mental train of panicked thoughts.

Lucy turned to see a male unicorn pony behind her. His body a yellow color and his spiked mane was pink in color. Around his neck was a familiar scarf and on his flank was a picture of a red dragon breathing fire.

'Natsu.' Lucy thought.

Another groan turned her attention to another pony. Female. Unicorn. With a long red mane and bright yellow body wearing armor on her front and the picture of two crossed swords on her flank.

'Erza.'

The third pony was white unicorn with a short spiky black mane and tail and a mark in the shape of a snowflake.

'Grey.'

The next was a little unicorn filly with a sky blue coat, long darker blue mane, and mark in the shape of a blue dragon breathing air lines.

'Wendy.'

The next pony was a male unicorn pony with a light grey body, a long black mane that was spiked, various piercings and the image of a black dragon breathing metal shards on his flank.

'Gajeel.'

The last pony was a white unicorn with a short light blue mane tied with a yellow ribbon was a picture of an open book with sparkles depicted on her flank.

'Levy.'

Lucy sat watching the group regain their senses. 'They should be noticing in three..two...one...'

"Waaaaaaaggghh!?" Natsu screamed once he noticed his hooves.

"What the...!?" Erza exclaimed as she examined herself.

"Why the heck am I a flipping pony!?" Gajeel asked.

"M-m-maybe this is part of the spell?" Levy said, trembling like a leaf as she stared at herself.

"Mmmah. Keep it down. I'm trying to sleep." A drowsy voice came from above.

Everypony(?) turned their gaze upward to the branches of the tree they were sitting under. In the tree there were recently broken branches showing where they had fallen. And snagged on a few of these branches was Happy, Carla and Pantherlily, all looking the same as always. Happy and Pantherlily were in the process of waking up while Carla was narrowing her eyes at the group.

She rubbed her eyes and narrowed them again. "You look different." She said, her voice drowsy and slow.

"Gee you think!?" Grey retorted sarcastically.

Carla rubbed her eyes again and stared at him. "Why do you look like a horse Grey?" She asked. She turned her to everyone else. "Why do all of you look like horses?"

"Like I said it's probably the portal that did this." Levy said, having calmed down a bit. "But why would it turn us into horses?"

=======================================/=====================================

After the initial shock and confusion of their predicament, they decided to see if they could find anyone else. Once Happy, Pantherlily and Carla had been released from the tree, the group had surveyed their surroundings. They had landed on a hill dominated by the tree in question. To one side of the hill, a dark malignant aura could be felt by everyone. It was overcast by dark heavy clouds and in the distance a sickly green light could be seen

The other side was also overcast, but a different feeling had been felt from that side. A sort of quiet, sad aura. In the distance on that side, mountain could be seen and unless Lucy's eyes were playing tricks on her, there was a city on that mountain.

It was unanimous which direction they should go.

=======================================/=====================================

After an hour trudging through rain and mud, the group reached a small town and received the answer to their question. The few inhabitants that walked the streets were all ponies. Some were unicorns. Some were pegasi. And others were just ordinary ponies.

As they trotted into town, many of the ponies turned their attention to the travelers. The group felt the piercing glare of a dozen or so suspicious eyes. As they trotted through, the citizens of the town retreated home, slamming the doors and locking them. The shopkeepers also closed their doors and locked them. It seemed almost like the entire town was shutting them out.

"Friendly." Grey grunted.

"Don't blame them." A voice said from behind. "They weren't always this way."

Startled, everyone turned to see a mare behind them. She was a relatively small unicorn with a pale pink coat and a soft white mane. And floating above her head was an umbrella. Before anyone could say anything, she turned and trotted to a house across. On the stoop she paused and turned to them.

"Well, are you coming?" She said. "You'll catch your death of cold standing there."

=========================================/======================================

The unicorn, who had introduced herself as Petaldancer, had lead her guests to a living room where she lit a fire. While she prepared something warm, the group dried off and became acquainted with Petaldancer's daughter, a little mint green filly with a pale blue mane named Mint Leaf.

After they had warmed up, Natsu turned to Petaldancer.

"Excuse me, but earlier you said that the villagers weren't always like that." He said. "What did you mean by that?"

Petaldancer sighed, sadness filling her blue eyes.

"There was once a time when this town was a warm and friendly town." She started. "Everypony knew each others name. We greeted each other in the streets and welcomed visitors like kin. It was a very happy place."

Petaldancer smiled warmly, as if she was enjoying a happy memory.

"What happened?" Erza asked.

Petaldancer frowned like the question had destroyed her happy memory, leaving only bad ones.

"War." She said bluntly, her voice husky. "Our country, Equestria, is a peaceful nation. We haven't had internal strife or war for centuries. Then one day, the changelings declared war."

"Changelings?" Levy asked.

Petaldancer nodded as she pulled Mint Leaf closer. "Six or seven years ago the attacked a town called Ponyville. Before anypony knew it, Ponyville had been taken. Their Queen, Chrysalis, declaring war. Since then, we've been battling each other. We've been pretty even in recent times."

'So that dark place must've been changeling territory.' Lucy thought. She turned to her friends and judging by the looks on their faces, they were thinking the same thing.

"I still don't understand how a war could so drastically change an entire town." Carla said. "If anything, shouldn't ponies like you grow together instead of apart?"

Petaldancer gave a wan smile. "Yes. You would be right." She said. "But these are changelings. Changelings are insect like creatures that can shape shift into any form. They take the form of the pony you love the most and feed off all positive feelings you have for that pony. In particular, love."

"That's horrible!" Levy said quietly.

Petaldancer nodded. "That why Queen Chrysalis wants Equestria. Because it's filled with more love then any other country. Plus there was a time when she tried to take over a while ago. She ended up defeated and some say that this whole war is partially grudge driven."

"That's even worse!" Natsu exclaimed.

Petaldancer nodded. "Changeling aren't much compared to ponies." She said. "They can imitate form and are quite terrifying, especially in a group. However they don't have much physical strength to speak of. One changeling is quite easy to defeat. However, changelings never travel alone. When they hunt or fight, they always do it in swarms. Huge ones that can quite easily overwhelm an army. Even a city like the royal capital of Canterlot. That's pretty much what happened last time, or so I've been told. After her defeat in Canterlot, rumors spread that Chrysalis was amassing a huge army for the sole purpose of taking control of Equestria, however there was no evidence that these rumors were true, till now."

"How do you know all these things about changelings?" Gajeel asked.

Petaldancer blinked. "My husband." She answered. "He serves as a royal guard at Canterlot. He was there the day Canterlot was attacked. After the changelings had been fended off, my husband felt so useless he decided to research what he could about changelings and he often shared what he had learned about them. Prior to the attack and this war, changelings had been considered low level, harmless creatures."

Silence reigned, only to be broken by Mint Leaf.

"Scuse, me, but what's your cutiemark?"

Petaldancer looked at her daughter with a shocked expression. "Mint Leaf!" She said. "That is not the kind of thing you ask a pony."

"Cutiemark?" Erza said.

Petaldancer looked surprised. Then recovering from her shock, she turned herself around in her chair so all could see her flank.

"This is a cutiemark." She said, pointing to the picture depicted on her flank, a basket filled with various flowers.

Mint Leaf bounced up and showed her own blank flank. "When a pony is born," She said, her dark green eyes shining with excitement. "They are born with a blank flank. But when that pony discovers their talent, the thing that makes them super special, then their cutiemark appears, representing their super special talent. Sometimes its littoral, like my mom's talent for growing flowers. Other times it's metaphorical, like Miss Cheerilee's cutiemark. Smiling flowers. She says that the smiles represent the smiles she hopes to bring her students as they 'bloom'. So what's your cutiemark?"

The group took a moment to digest this new information as they examined their cutiemarks.

"Well," Lucy started. "I'm a Celestial wizard, so these are gate keys. Erza's really good with a blade, so she's got swords. Wendy, Natsu and Gajeel use dragon slayer magic so they all have dragons. Grey is an ice make wizard, so he has a snowflake. And Levy can use script magic so she has a book."

"Oh, so you practice magic?" Petaldancer asked.

"Yeah." Levy answered.

"Do you?" Erza asked.

"All unicorns can perform magic." Petaldancer answered. "Most have limited magic only related to their talent. But there are some whose talent is magic. These are considered the most powerful. But shouldn't you already know that?"

"Ummm s-sure." Lucy said. "We know all about that."

"Oh. Okay." Petaldancer said. "You must've forgotten for a minute. Happens to me a lot."

"Yeah. Forgot." Erza said.

Petaldancer nodded, then got up from her seat. "Well its getting late." She said. "I'll start cooking some dinner."

Everypony turned to the window. The storm had stopped and the clouds were clearing. As the group looked out the window, several swore they saw figures among the clouds, and the sky was now a soft pink as the sunset.

"Can I help?" Lucy asked.

"Me too." Levy volunteered. "It wouldn't be fair of us to just crash at your house without at least helping out."

Petaldancer smiled. "Thank you for the offer." She said "The kitchens this way." And with that, the three mares left the room, leaving the others with Mint Leaf. The little filly stared at the guests and blinked. The guests did the same.

/

In the kitchen, Levy and Lucy looked around first. The kitchen was cozy, but big enough for ponies to work in.

"So what are we making?" Lucy asked.

Petaldancer looked thoughtful. "I thinking travelers stew would be good." She said.

"Sounds good." Levy answered. "What is it?"

"It's an easy to make stew filled with traveling food. Things that you can easily find. It's filling and you feel energized. Travelers often make it when they travel. Hence the name, 'travelers stew'. Haven't you made it before?"

"Not really." Lucy answered. "We travel a lot, but we always have towns and restaurants to go to."

Petaldancer shrugged. "Alright. I won't pry."

"Petaldancer, can I ask you a question?" Levy asked.

"Sure."

"Why did you let us in? We're strangers and for all you knew, we could've been changelings. Nopony trusts us, yet you do. Why?"

Petaldancer paused. "Honestly, I don't know. When I looked at you, I felt that you were good ponies who needed my help. Magic is funny that way. Sometimes it gives us a certain sense of intuition. And sometimes we just need to take a leap of faith."

Silence reigned as Lucy and Levy stared at the unicorn with a sort of respect as she pulled a large black pot out of a cupboard. After placing the pot on a hook in the fireplace, Petaldancer noticed their stares.

"Well?" She said, snapping them out of their thoughts. "Are you going to help me make a meal or what? Isn't that what came in for? Hop to it!"

"Yes ma'am!" The two said in unison.

/

Meanwhile in the living room, Mint Leaf had started a game of house. Natsu was the daddy. She was the mommy. Grey was the uncle. Erza was the aunt. Gajeel was the grandpa. And Wendy was the baby, a role she was somewhat reluctant to take.

"So Mint Leaf," Carla started, she, Happy and Pantherlily had been made 'aunt' Erza's newborn triplets.

"Yes baby Carla?" Mint Leaf interrupted.

A vein popped on Carla's head as it took everything she had to not fly at the filly.

"Don't you have friends to play with?" Carla asked once she calmed down enough to not yell her question.

"Not really." The filly answered brightly. "I was really little when the war started. A lot of folks left town, moving to other towns to stay away from the changeling horde. Some folks are refugees from Ponyville and other towns that the changelings attacked who have nowhere else to go. A lot of the ponies her can't just pack up and leave. Sometimes it's because their whole livelihood is here and they can't afford to pull up camp. Other times it's because they don't have enough bits to get a wagon and have to stay here and pray the changelings don't attack. Ponies round here keep their fillies inside to make sure nothing happens to them. I haven't really had the chance to get to know the other fillies round here."

"What about you?" Wendy asked. "Why don't you leave?"

"Like my mom said before my dad is in the royal guard. When the war started, The army was sent out, including the royal guard. My mom promised dad that we'd stay here and that she'd take good care of me. For about three or four years he sent us letters and every year on my birthday he'd send a present. Then one day when the fighting got worse, dad sent a letter saying he could write to us anymore cause it might get incepted by changeling spies and his superiors said they couldn't. Just like that the letters stopped. But he still sends a present every year for my birthday."

There was a moment of quiet as Mint Leat took out a play baby bottle and proceeded to feed it to 'baby' Wendy, who promptly threw it and pretended to cry.

"Tsk tsk tsk. You shouldn't throw things Wendy. What will your father say?"

"I say she needs a spanking." Natsu said in a fake masculine voice.

"Waaaah!" Wendy wailed as she ran away from 'daddy'.

"Pft how pathetic can you be when you can't even catch your own daughter?" 'Uncle' Grey said as Natsu rushed past him in pursuit of Wendy.

"Oh yeah and you can do better?!" Natsu growled in his normal voice.

"As a matter of fact I can." He said turning to Erza and placing Happy in her hooves along with her own load of Carla and Pantherlily. "Here hold our kids dear." He said. Before she could say anything, he rushed to Wendy and tackled her to the floor. Wendy let out a squeal of delight as she went down.

Grey then flipped around and began to toss Wendy up and down as she laughed with delight.

"Hey that doesn't count!" Natsu yelled.

"Sure it does." Grey said. "After all, I'm a doting uncle." He almost didn't notice when Wendy didn't come down. Puzzled, he looked up at the large grey figure above him.

"What are you doing with my granddaughter?" Gajeel almost growled as he put Wendy down. "You shouldn't be so rough with babies."

"Aw come on 'gramps' we were just having fun." Grey said as he got up.

A vein popped on Gajeel's forehead. "DON'T CALL ME GRAMPS!" He shouted in Grey's face.

Then the sound of laughter like a bell caused everyone to pause and turn to the source.

Rolling around on the floor clutching her sides was Mint Leaf. "This is so much fun!" She cried. "Usually I play alone, or with mom when she's not busy, but this is the most fun I've ever had."

Erza smiled and knelt down beside the squealing filly, depositing her load on the ground. "No matter what happens don't ever be afraid to smile." She said.

Mint Leaf sat there quietly staring at her.

"Yeah and don't forget to laugh." Natsu said with a grin and the best thumbs up he could manage.

Mint Leaf looked at the strangers smiling faces and broke out in a grin herself.

"Dinner!" Levy called as she entered the room.

Mint Leaf's face brightened and she rushed to the mare.

"Grandma!" She declared as she squeezed Levy in a bone crushing hug.

Levy looked puzzled and turned to the others. Gajeel caught her eye. He was staring at the ceiling and blushing.

/

The stew was delicious. As the group sat at the table enjoying the meal, they shared with each other what they had been doing. Levy's face became as red as a tomato when she heard about the game of house and Gajeel's place in the play family and figured out her new place in the family.

After cleaning up dinner, Petaldancer took them to the guest bedroom and helped them set up places to sleep in the room. Levy, Lucy, Wendy, Erza and Carla slept on the large bed in room. Natsu, Grey, Gajeel, Happy and Pantherlily chose the floor. Mint Leaf provided and old nightgown for Wendy that looked about her size. Petaldancer found some of her own old nightgowns for Levy, Lucy and Erza. Spare blankets and pillows on the floor made the boys beds. After the kind of day they'd had, everypony passed out instantly the second they hit their beds.

Soon enough, silence fell over the house. Levy, Lucy, Erza, Wendy and Carla on the bed. Natsu, Grey, Gajeel, Happy and Pantherlily on the floor. Petaldancer in her room on a bed built for two. Mint Leaf in her own little bed dreaming of happy times. All sleeping blissfully without a care in the world and for a moment, the war forgotten. A moment that was to be abruptly cut short without warning.

/

KABANG!

The loud noise woke Mint Leaf with jump. Rubbing the sleep from her eyes, she turned to the source of the sound. In the darkness she saw something moving and wondered if a pegasus had fallen from the clouds. Using her horn she cast a soft green light on the room and froze when saw the intruder, her stomach tightening.

In an instant ran, screaming out of her room, down the hall and into the guest room, throwing herself onto Natsu, screaming loud enough to rouse everypony in the house.

"Mint Leaf what the..?" Natsu said trying to rub the ringing sound out of his ear.

Petaldancer appeared in the doorway rubbing her eyes. Everypony else pulling themselves out of bed.

"Mint Leaf what's wrong?" Erza groaned.

"THERES A CHANGELING IN MY ROOM!" Mint Leaf screamed.

Everypony froze when heard a snarl coming from the hall.

Turning as slowly as possible, everypony saw the creature. It was just how Petaldancer had described it. About the size and shape of the average pony, it had a black body with a shiny blue hue. It's hooves were hole ridden and its eyes were solid blue with fangs like a vampire poking out of it's mouth with a curved black horn and insect like wings on it's back buzzing like a rattlesnake rattle.

"Doesn't look too bad to me." Gajeel said, once he got over his shock.

"Yeah. I've squashed worse bugs then this." Natsu said.

"Wait." Petaldancer said putting forth a hoof to bar the door, her face as white as a sheet. "Do you remember what I said about changelings."

There was a moment of quiet as everypony racked their brains to remember.

"That's right." Lucy said, her own face beginning to pale. "Changelings never travel alone."

Erza nodded as it dawned on her as well. "They always travel and hunt in huge swarms."

As if on cue, dozens of changelings punched through the roof like toilet paper, making craters as they landed. On instinct, Petaldancer slammed the door as if to shut them out. With a crack, a changeling punched through the guest bedroom roof, landing on the bed so hard it broke.

It lifted it's head with a hiss, baring its fangs, only to be knocked unconscious by a punch delivered by Erza. It was obvious the house wasn't safe. Before anypony could react, Erza pulled open the room's window.

"Quickly! Through the window!"

Without arguing, everypony did as they were told. First there was Natsu and Grey, followed by Lucy and Levy with the exceeds. Then came Gajeel, under one hoof he clutched Wendy. The other Mint Leaf. Then Petaldancer, who was caught by Grey and Natsu. Lastly Erza leaped from the window, landing on her hooves. Outside wasn't much better. The moon, which was still high in the sky, was blocked by a huge mass of black. At first, Erza thought it was a giant cloud. But closer inspection revealed it to really be a massive swarm of changelings, all of them raining down on the town. Crashing through buildings and onto the streets, hitting like bombshells. Screams could be heard as ponies rushed through the streets trying to escape.

"AHHHHHH!"

"NO NO!"

"This isn't happening. It's all a nightmare. Come on, wake up Moondancer."

"Mommy! Mommy! Where are you?!"

Petaldancer winced at the last one as she pulled Mint Leaf close to her. Mint Leaf just stared in shock at the utter chaos surrounding her.

"All right let's get cracking!" Natsu said, knocking his forehooves together. It was obvious what he was talking about and Erza admitted that she felt the same. But she couldn't lose herself in this chaos.

"Hold it." She said. Natsu halted mid step and turned to Erza, a look of irritation on his face.

"What do you mean 'hold it'?!" He asked angrily. "Let's kick these guys butts!"

Erza sighed. "If you actually paused to consider the situation you see that we're at a severe disadvantage. Not only are we vastly out numbered, but if we fight here, innocents will be hurt and will probably start another panic. We have to get out of here. And if possible we can evacuate as many ponies as we can."

She then placed a hoof on Petaldancer's shoulder.

"Starting with these two." With that she took off, rushing through the madness, her friends following. As they rushed down the street, little blue filly with a white mane spotted the group and rushed after them, keeping good pace with their speed. Many more fillies followed the blue ones example. Following the group. Many of the older ponies spotted the group and proceeded to follow them. Mares, stallions and fillies alike ran with the group. By the time they noticed, they already had a group of thirty and counting.

Naturally such a group attracted attention. Suddenly a group of changelings landed right in front of the group, forcing them to halt.

"Alright! Now I get to kick some butt!" Natsu said, stepping forward, pounding his fore hooves together like usual when he practiced his magic. Only, his magic circle didn't appear. But Natsu didn't notice. Instead he stepped forward.

"Fire Dragon Roar!" He said as he put his hooves together like usual.

'Spack!'

The changelings watched as a pathetic spark floated forward, falling at their hooves and going out. There was a moment as the travelers gapped at the lack of fire, Natsu in particular, and the changelings stared at the place where the spark had fallen, wondering this pony was trying to accomplish. The lead changeling then gave Natsu a look that seemed to say 'is that it?'

Grey recovered first. "Move it matchstick!" He said as he pushed Natsu out of the way. He then clapped his hooves together like he usually did. "Ice Make Lance!"

'Psshhh.'

Nothing but a weak blast of cold air.

"What the!..." Gray said as he began wildly knocking his hooves together. As he did that, the others did the same thing. Repeatedly trying to activate their magic. Mostly they got some sort of pathetic reaction. But for the most part, in particular Lucy, there was no response. At this point the changelings were growing restless and the other ponies were getting nervous.

"Well I guess we're going to to have to use our fi-hooves." Erza announced after failing to requip for the umpteenth time.

"I can deal with that." Gajeel said, pounding his fore hooves together. "I don't completely rely on my magic."

"Fine by me." Natsu growled, pounding his hooves together.

"I could use the exercise anyways." Grey said said irritably.

Suddenly the changelings felt as though they'd poked a stick into a very angry hornets nest.

"All right then boys." Erza said. Then she turned to Lucy and Levy. "Get going. Your two are of no use to us here. Take these ponies and get out to town while we keep their attention here. And if you run into trouble, punch them in the jaw as hard as you can. That'll knock 'em out for a good while."

Lucy nodded then she, Levy, Happy, Carla and Pantherlily rushed past, followed by the towns ponies. As they rushed across a corner and and down a street, more ponies gathered.

"Okay." Levy panted. "So which way do we go to get out of town?"

"There's a turn here." A yellow pony with a golden mane said. "Take it."

The group, now a crowd, took the specified turn, gathering even more on its path.

"Now you turn here." A brown stallion with a darker brown mane said.

The turn was made.

Suddenly, a changeling popped out of nowhere and attacked. As the changeling approached, Lucy braced herself for the punch. When the changeling was within hoofs reach she swung. From behind her a bigger black hoof swung past her and nailed the changeling. The creature crumpled like a doll. Lucy turned to the owner of the hoof. A larger then average black stallion with a long black mane draped over his eyes stood behind her, and Lucy wondered how she missed him.

"Um.. Thanks." She said.

The stallion nodded. "I think we should get going." He said in a deep voice. Then he pointed his hoof down the road. "Just follow this road and we'll arrive at a forest on the outskirts of town. We can hide there."

Lucy nodded and they continued onward. As they ran down the road, the stallion ran beside her.

"Excuse me." She said as she ran. "But I never caught your name."

"I'm Shadow Prancer." He said quietly.

"Well thank you Shadow Prancer for helping me."

"It was nothing."

/

Just as Shadow Prancer had said, there was indeed a forest at the end of the road. Once among the trees, the refugees went amongst themselves, looking for loved one who had been lost in the confusion. There was much celebrating as friends and families were reunited. Lucy however didn't feel like celebrating.

Lucy turned her gaze back to the now over run and partially ruined town and thought about the friends they'd left behind.

"Your are sad." A deep voice said next to her, making her jump as she turn to the massive figure of Shadow Prancer.

'How did he sneak up on me?' She thought as she tried to calm herself. "I'm not sad." She said out loud. "I'm concerned for my friends. What if they need my help? I should go help them."

"That will not be necessary." A regal female voice said behind her causing Lucy to jump once more.

'What is it with ponies and sneaking up on me?!' She thought as she turned to the new speaker.

It was dark, so she couldn't make out clear features. What she could tell was that the newcomer was female, and considerably taller then Shadow Prancer. As she approached, she saw that her coat was a light violet. Her mane, a darker purple with a pink streak. Her deep purple eyes were kind and gentle. Her voice, even though it had a rich noble tone, there was also an air of kindness.

The pony positioned herself on the other side of Lucy and turned her attention to the town.

"You have performed your part." She said. "And you have performed it well. I know many ponies who would collapse under the weight of a similar task. Yet you performed it perfectly and beyond what I expected. Congratulations. Your part in this is done."

"But my friends..." Lucy began only to be quieted by a hoof pressed to her mouth.

"Will be fine." The mare concluded. "Now let me perform my part."

With a flash the stranger was gone, leaving Lucy to wonder who she was.

/

Meanwhile, the fight started off well. For a while Natsu, Grey, Gajeel and Erza had taken out a lot of changelings and for minute, they had the upper hoof so to speak. But then swarm after swarm came, and it wasn't long before they were overcome. Natsu was the first to fall. Hard as he fought, he was knocked unconscious then swarmed by changeling. Grey and Gajeel followed suite. The last one standing was Erza. Good as she was, she soon found herself surrounded and closed in on.

As she looked to where her friends had fallen, she suddenly remembered the time she thought her childhood friends died. Even though that part of her life had been resolved, the memory of that time when she failed her friends still stung like an old wound.

Suddenly, Erza felt a burst of energy and on instinct, reached deep within herself and touched her magic. Feeling it was still intact, she reached out with it for something. Erza felt a tingling sensation in her horn and suddenly, suspended by a red light was a short sword. On instinct she used the sword to clear the changelings off of her. Once she was free, she let out a primal yell and swept the sword in a circle. As she did, a bright light emitted from the sword. There was a bright flash and once she could see again, Erza saw a large circle of unconscious changelings.

'I did it!' Erza thought.

She then turned to her friends unconscious forms. They were covered in scratches but they were okay. Erza breathed a sigh of relief. Suddenly the short sword dropped and Erza keeled forward, sitting on her rump and using her trembling fore legs to prop herself up. Erza gasped as wave after wave of exhaustion crashed over her like relentless waves on a beach.

'That attack must've taken all I had.' She then turned her attention to the street before her. Even though she'd knocked out a good number of changelings, there were still billions more. Many stood hesitant outside the circle of unconscious changelings. At first they looked nervous, wondering if this unicorn would knock them out too. But as time passed, the changelings grew bolder and bolder as it became increasingly obvious that Erza vulnerable.

'I'm done for.' Erza thought to herself in the meantime. She didn't even have the energy to stand up, much less run. And even if she did, there was no way she was going to leave her comrades. 'Here they come.' She thought.

The changelings had gathered outside the ring of unconscious changelings and launched a charge towards Erza, who braced herself for the inevitable defeat. Then out of nowhere, a magenta glow pulsed from behind her, knocking out a bigger ring of changelings. The rest suddenly had terrified looks on their faces.

Erza turned to the source of the light. Standing right behind her was a pony. She was taller then the average pony. She had a violet coat and a dark purple mane with a magenta streak in it and perched on her head was what could only be described as a tiara with a jewel shaped like a six pointed star. Around her chest was a beautifully decorated golden breastplate and her hooves were shod with gold. Her horn glowed with a magenta light and mounted on her back were beautiful violet wings which were spread wide open. Her deep violet eyes were hard as they glared at the changelings.

"If you know what's good for you, you will retreat!" She said, her voice booming like she was shouting. Only it seemed as though the shout reverberated from everywhere.

Suddenly the changelings were falling over each other to get out of there. Whoever this pony was, it was obvious that the changelings were terrified of her and for a moment Erza wondered whether or not she should be terrified. Once the changelings had disappeared, the pony turned her attention to Erza. Her eyes were soft and gentle and when she spoke, her voice was quieter and kind with a sort of royal air about it.

"Rest now brave warrior." She said. "The battle is now past."

Erza's vision blurred and before she knew it she'd passed out, giving up the fight to stay conscious.

/

The alicorn stood above the group of ponies staring at them, in particular the symbol on the shoulder of one. A symbol that was all too familiar. A symbol she never thought she'd see here in Equestria.

The sound of galloping hooves broke her from her thoughts and she turned to the source, a white pegasus in golden armor. He stopped in front of her and removing his helmet bowed.

"I have finished my sweep of the town, your highness." He said.

The alicorn nodded. "And what did you gather?" She asked. "And for goodness sake Thunderhooves, get off the ground. You know I don't like being bowed to. I'm hardly a Celestia."

"O-of course." Thunderhooves said, getting off the ground as fast a he could. "Not everypony got out. We managed to round them up and examine them. Some were injured, but a large percentage escaped to the forest. Some of the guards are watching out for them. Others are sweeping the buildings for any stragglers."

The alicorn nodded. "Any casualties?"

"So far, none."

The alicorn breathed a sigh of relief and turned back to the four ponies. Thunderhooves stood stoically behind her.

"Your orders?" He asked boldly.

The alicorn nodded. "Or course." She said as she turned back to him. "This town is no longer safe. Proceed to evacuate the town ponies to Canterlot. Get a medical team here to patch up these four and take them to the castle."

Thunderhooves momentarily raised an eyebrow before lowering it again. "As you wish."

The alicorn nodded as turned her gaze to the street before her. In the light of the rising sun she saw the ruined buildings and crater ridden streets. 'Such destruction.' She thought. 'Tell me Chrysalis, how many more lives must you destroy before you're satisfied?' The alicorn let out another sigh and trotted to the forest.


	3. Canterlot Castle

Erza woke staring at a ceiling. The throbbing pain she had felt where the changelings scratched and bit her was gone. Erza lifted a hoof and saw that her wounds had been treated and bound. Slowly Erza pushed herself upright, fighting back the feeling of dizziness that assailed her.

"You shouldn't be moving yet." A voice came from the other side of the room.

Erza turned to the speaker and for the first time got a good look at her surroundings. The room was relatively large with pure white walls and dominated by four beds. Erza herself had been tucked into one bed. In the remaining three was Natsu, Grey and Gajeel, all similarly treated and tucked in. Across from Grey stood a white pony with a pink mane wearing a nurse cap.

"You still need your rest." The pony nurse said. "You used quite a lot of magic energy."

"I'll be fine." Erza said bluntly as she began to pull herself out of bed. "I just need to walk it off."

The nurse pursed her lips and in a few quick strides was in front of her. Before she knew what was happening, Erza found herself pinned down on the bed by the nurse.

"You lost a lot of magic and you need some more rest." She said firmly. "Please lie down and rest some more."

For a minute Erza stared at the nurse, who stared back at her with firm blue eyes. For a moment she considered pushing the nurse off and rushing out of the room to find Lucy, Levy and Wendy. But as she gazed into the nurse's eyes, something told her that wouldn't be a good idea.

"Fine." She grumbled grudgingly.

The pony smiled and got off of her. "In case your wondering," She said as she pulled Erza's blankets to cover her, despite the unicorn protests. "Your friends will be okay. We patched up your three friends over there. Nothing more then some scratches and bites. They'll be fine. As for your other three friends, their safe and sound and resting in another room."

Erza sighed with relief. As she looked at the ceiling, she thought of the previous night's events. They had been attacked and as they were evacuating the towns ponies, they'd run into trouble and tried to fight using their magic. However they were unable to use their magic. Erza remembered how she'd tried to use her magic like usual. She could feel the magic energy there, but it'd felt like there was a wall that prevented her from using it. Then, later when she'd reached deep within herself, something clicked. Before she knew it, she'd summoned one of her swords and without thinking, had swung it at the changelings.

'I was almost a goner.' Erza thought as she remembered her sudden energy drain and the second changeling attack. The she remembered the strange pony who had rescued them and how the changelings seemed to fear her.

Erza sat bolt upright, causing her head to spin and the nurse to take a step forward in case she tried to get out of bed again. Once she felt herself steady, Erza then turned to the nurse.

"Excuse me miss." She said politely. "But might I inquire as to who saved us?"

The nurse nodded. "You may." She answered. "You and your companions were saved by Princess Twilight Sparkle, ruler of Equestria. And in case you were wondering, you and your companions are currently in Canterlot Castle located in the royal capital of Canterlot. Not a lot of ponies can claim such an amazing honor. When she saved you, her royal highness requested that you and your companions be brought here. Tell me, how do you know the princess?"

"I can completely and honestly say that I don't know." Erza said. Her head was starting to spin, making it impossible for her to ponder on why such an important pony would bother with somepony she'd never met. Before she knew it, she'd blacked out.

/

The important pony in question hadn't slept all night. Earlier that day she'd felt the use of a powerful transportation spell not to far from the line. She had wanted to investigate imediantly, but another fit had hampered her. That was part of being an alicorn. It was like the land of Equestria was a part of her very being. In basic she could feel the imbalance and pain of the land as if it was her own. And with how the war was going, she often succumbed to fits of agonizing pain.

By the time the fit had ended, it was late and Twilight felt the changelings presence in a small town near the border. Against the advice of the royal coucilers she went to the town personally. When they arrived, Twilight had the honor of witnessing the most amazing thing ever. She saw a group strange ponies not only take on a swarm of changelings, but also evacuate as many towns ponies as possible. The very least she could do was help out the ones who had stayed behind to fight. The rest of the night had then been spent tending to the wounded(of which there was few) and evacuating every pony to Canterlot. As the strangers were brought to Canterlot Castle, she pondered on the mark the all wore. She knew its meaning and where it was from.

A pulsing thump pushed itself through her chest, leaving an agonizingly stinging sensation in its wake, breaking her from her train of thoughts. Twilight clutched her chest as she took deep breaths.

"Are you okay?" A concerned voice asked.

Twilight turned to the speaker, a tanish yellow pegasus with a blue mane dressed in the familiar royal guard armor.

She nodded to the stallion. "Don't worry about me Flash." She said. "I'm fine."

Flash narrowed his eyes at the princess. She was obviously NOT fine. But he couldn't argue with her since A. She was the princess and B. Twilight was the most stubborn mare he'd ever known. At times it was what he liked, and even admired, about her. Other times, like now, it just frustrated him to no end. Many members of the court and the Guard, including him and her friends, knew that she was suffering because of this war. But she'd refused to admit it, insisting on helping anyway she could. Even charging into battle.

Flash stared into his ruler's tired eyes for a full minute before sighing with defeat.

"As you say your highness." He said. "But please let me know if you need me."

Twilight grinned and threw her forelegs around his neck.

"That's why I love you." She said. "Your always looking out for me."

Flash smiled. After the princesses' journey through that magic mirror, they had gotten to know each other. And over time, came to love each other. Twilight had come to know the guard. He was different then the 'other Flash' she knew, but that wasn't nessicarily a bad thing. In fact it made him better. He was still kind and loving. But he was also brave, loyal and determined. All qualities Twilight loved about the stallion.

"Its good to know that I can provide such a valued service for you, your highness." Flash said as Twilight released her grip.

"Oh stop it with the 'highness' stuff." Twilight said, her cheeks turning red. "You know how I feel about that whole thing."

Flash blinked. "Sorry, Twilight."

Twilight smiled. "That's better." She said. "I hate it when everypony is so formal. Come on let's go check on our guests."

Twilight then started down the hall. Flash stood there for a minute, gazing at Twilight. Despite her cheerful attitude, Flash could see how her hooves trembled ever so slightly. As the war had progressed, she had gotten worse and worse. Some days she couldn't even leave her room. And whenever she did, the evidence of the pain she suffered was obvious, no matter what she said. There was always a pained look in her eyes. She always hid the fact that she had a hard time doing some things. Even her smiles were half hearted and pained. And her fits were the worst.

Flash almost growled in frustration. Twilight always seemed to be helping every pony, even though she herself hurt worse then anything. And there was nothing Flash could do to ease her pain. He was useless, and it frustrated him.

"Are you coming?" Twilight's voice broke him out of his thoughts. She had stopped halfway down the hall and gazed at him questioningly.

He smiled and trotted after her. "Sorry." He apologized. "I was lost in thought."

Twilight looked at him for a minute then shrugged. "All right." Was all she said. "Come on. I wanna see how their doing."

With that she rushed down the hall with Flash at her heels.

/⭐⭐⭐⭐

For the past few minutes the friends had been enjoying each others company. Lucy, Levy and Wendy had expressed their worry for their friends in various ways. Their friends in turn tried to reassure them.

Once every pony had calmed down, Erza told them what had happened to her after the boys passed out. She then told them what the nurse had told her earlier. A moment of silence ensued when she told them their rescuer's name and social rank.

"So let me get this straight." Lucy said. "We were rescued by THE ruler of this land and right now we're in one of the rooms in the castle?"

Erza nodded. "That's the basic truth."

Another moment of silence.

"That is so cool!" Lucy exclaimed.

Wendy nodded. "I've never been in a castle before." She said. "Its actually pretty nice."

"Yeah." Natsu agreed. "I wonder if we can explore."

"Castle and Princess a side there are certain questions that need answering." Erza said.

Another moment of silence as the others recalled the night's events.

"She's right." Gajeel said. "Like why our magic didn't work. Its not like that time in Edolas when there wasn't any magic. On the contrary, it actually feels like there's more magic here then at home. Not to mention it feels like my magic is still here. It just feels like I can't access it. So what went wrong?"

"That's easy. Magic here works differently then magic there." A voice piped up.

Startled, everypony turned to the source. Standing in the door were two ponies. The first was taller then all the ponies present. With a violet body and a purple mane with a pink streak and darker purple streak. Her deep violet eyes shone brightly and protruding from her head was a long purple horn and neatly folded across her back were a pair of wings.

The second pony was a slightly shorter stallion with a tanish yellow coat and blue mane, dressed in beautiful golden armor though without his helmet.

Though she didn't have her armor or crown, Erza immediately recognized the taller pony and immediantly straightened.

"Princess Twilight." She said.

For a moment every pony gawked at who Erza had identified as royalty. In that time said royalty blushed and grinned.

"No need to be so formal." She said, snapping every pony out of their stupor. "You can just call me Twilight or, if you want, Twi. A lot of my friends call me that."

More surprised expressions.

"Sorry for inturupting." The Princess apologized. "I was just wondering how you were doing and I thought I might answer your question."

This pony was different then they had expected. At some point in their lives, everypony had met somebody of lower rank then her who thought they were 'god' or something along those lines. This pony however was just so...casual. It baffled everypony.

For a minute there was silence. At that point, Twiligh realized that they weren't going to be saying anything for a good while.

'Of course they would react this way.' She thought to herself. 'It's a lot to take in. You can't just drop everything on them like this.'

"So would you like to join us for dinner?" She asked. "The doctor says that you will have recovered by this evening so why not enjoy a meal. It'll just be me and a few of my closest friends. I think you might like them. And don't worry about clothes. It'll be nothing fancy just come to the dining hall and enjoy yourself."

She stood there a minute more as awkward silence filled the air. Eventually she couldn't take the awkwardness and she had begun to feel a spike of pain rise in her chest. Not wanting to concern her guests, she left the room to tell her friends and lie down so she'd be ready for tonight.

Meanwhile back in the room, once the ruler had left, Levy seemed to get over her shock enough to speak.

"Guys, did we just get invited to have dinner with royalty?"

That evening, after some searching, the group found the dining hall she spoke of. It wasn't that big of a room. In fact, in comparison to other rooms they'd seen that day, it was quite small. It was beautifully decorated and quite cozy. Nothing about the room made them feel like they were small. The center of the room was dominated by a rather table that was surrounded by chairs, many of which were occupied.

As the group entered the room, all eyes turned to them. For a minute, they all felt the intense curious stare of several pairs of eyes and in that minute the group felt a feeling of awkwardness.

"There you are!" A somewhat familiar voice piped up. Across the table, the Princess rose from her seat and approached the group. Still not used to the idea that this pony was royalty, they stood there staring at the mare who just smiled brightly at them.

"Come and have a seat." She offered, gesturing to the table. The ponies obeyed, mingling with the the already present ponies.

"Why don't I introduce you to my friends!" Twilight said brightly as she sat back down. She gestured to a white unicorn with a fancy dress and her purple mane done up in an elaborate hair do.

"This is Rarity." She introduced the pony. "She's a fashion designer her in Canterlot. She's also a good friend of mine, my fashion advisor and a bearer of the Element of Generosity."

The unicorn smiled warmly and put her hoof out. "A pleasure to meet you all." She said as Erza shook her hoof. The other pony next to her, and orange pony with a blonde mane wearing a Stetson leaned towards Erza.

"Don't let let her frou frou look fool ya." She whispered. "She can be tough as nails when she wants ta. Jus, don't cross her."

Erza nodded, making a mental note of that. Princess Twilight smiled and gestured to the orange pony. "This Applejack." She said. "She's my head grounds keeper and an amazing apple farmer."

Applejack blushed. "Aw shucks. T'aint nothing." She said as she pulled her Stetson forward to shield her face. "Any earthpony could do it."

"Nonsense." Twilight said. "She's also a good friend, my agricultural advisor and a bearer of the Element of Honesty." Applejack's blush deepened.

Twilight then turned to the the next pony, a cyan colored pegasus with a rainbow colored mane. "This is Rainbow Dash." She introduced. "She's..."

"The best best flyer in all of Equestria." Rainbow Dash interrupted. It was obvious what kind of pony she was.

Twilight playfully rolled her eyes. "Yes Dash, we know." She said playfully. "She's also Captain of the Wonderbolts, strike leader for the best strike force and a bearer of the Element of Loyalty."

Rainbow Dash puffed her chest for a minute then turned to Natsu, jabbing him in the side with her 'elbow'.

"So I here you and your friends are pretty good at smashing changelings." She said in a suggestive tone. She then placed a hoof on her chest. "Well your looking at the changeling smash master."

Applejack nodded. "Currently she holds the record for the most changelings smashed."

Natsu's grin resembled Rainbow's. "Well then I'm going to have to break it." He he said.

Rainbow's grin broadened. "Bring it on." She replied. An audible groan rang across the table as both parties knew what this meant. Those two were so similar, it was almost scary.

Twilight chuckled good humoredly and turned to the next pony, a butter yellow pegasus with a soft pink mane who half hid beneath the table.

"This is Fluttershy." She said gesturing to the trembling pegasus. "She's our animal caretaker, a good friend and a bearer of the Element of Kindness."

Fluttershy averted her eyes and blushed. "Um hello." She said so quietly that they barely heard her.

'She's gotten braver.' Twilight noted. 'Usually she would just hide under the table. But then again we've all had to pluck up our courage these past few years.' As she thought this, another sting of pain coursed through her and she stiffened for a split second.

During this split second of silence a bright pink pony bounced forward and introduced herself.

"Hi I'm Pinkie Pie!" She declared in a loud voice as she suddenly bounced in front of Gajeel's face, causing him to stumble back in shock. "You guys are new here right? Twilights told us a lot about you. She says that you guys great friends who stick out for each other. That's great you know. It really awesome how you stick out for each other and all that great stuff. It's great to know some pony's got your back isn't it. I know we stick out for each other. Especially Twilight, since mmmph..."

At that point Applejack had stuck her hoof in Pinkie's mouth, cutting off her rapid fire 'conversation'. She briefly shot the pink pony a death glare. "That is not something we talk about at the dinner table." She said softly. Out loud she said. "It's 'bout time for dinner isn't? Why don't you sit back down."

Pinkie nodded as Applejack removed her hoof. "Sorry 'bout that." She said as Pinkie reassumed her seat. "She gets really excited when she meets new ponies. Sometimes she doesn't make any sense, but we find it best to just roll with it."

Gajeel just nodded, still surprised by the pony's sudden excitement.

Twilight nodded. "And finally you've already met Flash Sentry, head of my personal guard." She said, gesturing to the pegasus next to her. Immediantly they recognized the pony sitting next to her as the one who had been with her earlier that day.

The pegasus nodded. "Pleased to meet you." He said.

"Well now that we're all introduced, let's eat!" As soon as Twilight's sentence ended, a door opened and a group of unicorns trotted in, levitating platters of food. The meal was a simple but hearty meal. The ponies enjoyed delicious foods such as salad, hay soup, sandwiches and at they end for dessert, some of Applejack's famous Apple Family apple pie. Over the course of the meal, every pony enjoyed each other's company, engaging in delightful conversation.

The guests learned that many of these ponies (with the exception of Rainbow Dash, Fluttershy, Flash and Twilight) had spent their entire life in Ponyville. Applejack talked of the Apple farm she'd grown up on.

"Every pony used ta say that the best apple in all of Equestria was grown at our very own Sweet Apple Acers." Applejack said proudly. "And when cider season rolled around or during the zap apple harvest, ponies would come from miles around to have a taste."

All could tell that she was a hard working pony who took pride in her work.

Rarity lived in Ponyville all her life and used to have a boutique called Carousel Boutique there.

"It was my very first business." She said with a smile. "Built out of nothing and every design was a labor of love and extremely unique. Why, even when I was a filly, I had a love of fashion and a passion for the fabulous. Sometimes I would make one of a kind designs just for my friends. Remember the Grand Galloping Gala dresses. Why the Gala didn't turn out as we hoped, I like to look on the bright side. I stopped falling over the disgusting excuse for a prince and I took my first step towards being a top designer. Some ponies still talk about those designs."

Rarity was a bit of a diva, but it was like Applejack said. She wasn't afraid to get her hooves dirty if she needed to.

Rainbow Dash originally lived in Cloudsdale till she got her cutiemark, a cloud with a rainbow colored lightning bolt, and then she moved to Ponyville where she was head weather pony till she joined the Wonderbolts.

"Even though it was quiet most of the time, things were still pretty exciting in Ponyville." She said. "Things could get pretty exciting sometimes. There was whole Nightmare Moon thing, and then there was the ursa minor and who could EVER forget the parasprites. Cute as they are, they reproduce like nuts and eat a LOT. When we had to deal with them, we almost lost half the town."

Rainbow was brash and cocky, but one couldn't deny that she was feircly loyal to her friends.

'Not unlike Natsu.' Lucy thought as she watched the two hoof bump.

Fluttershy also used to live in Cloudsdale before she came to Ponyville. However unlike Rainbow Dash, she was quiet and shy.

"Back in Ponyville I used to take care of animals." She said quietly. "I lived in a little cottage outside of Ponyville. I would take good care of the animals."

Fluttershy was quiet, but she seemed very kind.

Pinky Pie had grown up on a rock farm outside of Ponyville. After she discovered her cutiemark she moved to Ponyville where she spent her days making every pony smile.

"Back in Ponyville I knew every pony." She said bubbly. "If I didn't know you then that meant that you were new in town. And if you were new in town then that mean that you had no friends. And if you had no friends then that mean that you were lonely and so I would this a big party and invite every pony. Actually, I should throw a party! In honor of our guests!"

Pinkie Pie was energetic to be sure. But they could tell that she gueniuenly cared about her friends.

By the the time dessert came around, every pony had gotten to know each other. By the end of the meal, it was like old times with new friends. Twilight smiled as she watched her friends interact with the newcomers. Rainbow and Natsu were bragging about their accomplishments. Gajeel and Grey was sitting there with amazement as Pinkie pulled her party canon out and proceeded to shoot everything in sight. Fluttershy was coddleing Carla, Pantherlily and Happy. Levy, Lucy and Erza had been assaulted by Rarity, who'd declared that she would make outfits for them and promised Lucy that she would craft a belt for her keys. And Wendy listened in amazement as Applejack told her stories about Equestria, Ponyville and her family. And as Twilight watched the sene before her, for a moment her pain was forgotten.

Soon after the meal was finished, Twilight anounched that she was tired and left the room followed by Flash. Every pony else however moved else where, proceeding to give their new friends the tour of Canterlot Castle, talking along the way.

As they were led into the the grand hall, where large parties were often held, the group met a strange creature. It was slightly larger then a pony. With a long tail, clawed feet and a long neck with an elongated jaw. It was covered in purple scales with a ridge of green spikes running down its back. It's reptilian eyes were emerald and it wore a beautiful set of armor around its chest and on it's upper forelegs. As the creature walked up to them, upon getting closer, Natsu immediantly identified it.

"DRAGON!" He said excitedly rushing forward.

The dragon halted, a look of bewilderment and surprise plastered across his face as he looked at the pony that had suddenly found himself right next to him.

"Ummm yeah I'm a dragon." He said uncomfortably as he took a step back, his eyes darting to the side. "Why?"

At that point, the group reached the dragon. He turn to them and relaxed somewhat, still keeping some tenseness as he glanced at Natsu.

"Spike!" Rarity cried as she threw herself at the dragon. Spike caught her and for a moment the hugged before her put her down. Rarity looked him over and she began to straighten his armor.

"My my your a mess." She said as she rubbed some dirt off his armor with a handkerchief. "When did you you get back."

"Just now." He answered. "I figured I might drop in on my friends and make sure everything's okay. Plus I kinda missed you all."

Every pony saw him blush.

"So," He said quickly. "Who are these ponies? And what's with him?"

Spike pointed a claw at Natsu. Immediantly Natsu grabbed the claw and stared at him.

"Excuse me, but have you seen a red dragon named Igneel?" He asked.

Spike looked at him confused.

"I've met a lot of red dragons in my time." He said. "But never have I met a red dragon named Igneel."

Natsu's face fell and Spike looked apologetic.

"Sorry if I couldn't help you." He apologized. He then turned to the group. "You guys wouldn't happen to know where Twilight is would you?"

"She said she was tired and left with Flash." Applejack answered. "I reckon she's in her apartment."

Spike nodded and rushed out of the room.

"What was that all about?" Wendy asked as they continued on their tour.

"Oh well Spike and Twilight have been together for a long time." Fluttershy answered quietly.

Rarity nodded. "Indeed." She said. "Back when Twilight was a filly, as part of the exam to get into a school, Twilight had to hatch a dragon egg. Long story short she succeeded. Normally baby dragons are cared for for a few months at which point they leave of their own accord. Spike was different. Aside from his lack of wings normally seen on a dragon, Spike had attached himself to Twilight and since then she's been like a mom, big sister and friend rolled into one. Recently however, Spike has made certain discoveries."

"Yeah see," Applejack said. "Turns out the little fellar is what ya might call a rare magic dragon. They've been seen by other dragon as very powerful leader figures. Spike has capabilities dragons can only dream of. Longer story short, Spike basically became the dragon king. Even though he don' look like much. Usually he spends his time leadin his armies against the changelings along side our own armies. But let's not get into that. Why don't we show y'all the kitchen!"

Spike made his way across the castle to Twilight's chambers. Standing outside her door, Spike saw the familiar figure of Flash. Flash was a decent pony. He was pretty much the only male outside her family he could trust to be in the company of his surrogate 'mom'. Ever since he was little, she had been like a mother to him. She raised, taught and when she needed to, comforted him. She was pretty much his entire family, and Spike instinctively felt a little protective towards her. Especially since she started having fits.

Spike mentally cringed as he remembered the first time she'd had a fit.

'Seven years and that moment still disturbs me.' He thought to himself as he approached Flash.

"Hello Lord Spike." He greeted evenly. "I didn't know you were coming."

"I just got here." He answered. "And please stop being so formal. I told you to think of me as family. Especially with your relationship with Twilight."

Flash blushed. "O-of course, Spike."

Spike grinned. As much as he respected the guard, he could never resist poking fun at him. Then his smile faded as his expression turned from playful to dead serious.

"Anyways to the point." He said.

Flash's blush faded as his own expression sobered.

"I heard Twilight went to confront the changelings." Spike said, a questioning tone in his voice.

Flash nodded. "Yes the changelings attacked a town and Twilight went to confront them." He answered.

Spike sighed as he gazed at the massive doors that lead to her room. "She shouldn't push herself like this." He said. "She's weak enough as it is. She shouldn't be pushing herself."

"She is just doing what she feels is best." Flash defended. "We both know that she is determined to play her part in the war as Equestria's leader."

Spike turned to him. "I know. I know." He said. "I'm just concerned for her."

"As am I." Flash said quietly as he turned his gaze to the ground.

For a moment the stood there quietly, both of them feeling frustration at their own uselessness.

Finally Spike cleared his throat. "I'm going to go in and see her." He said, plain and simple.

Flash nodded as Spike pushed the double doors open and walked in. The room was large to say the least. To one side he saw a desk furnished with paper and writing utensils. Many of the walls were covered with bookshelves loaded with books and there was a chair for comfy reading. The roof above them was a skylight, displaying the night sky in all its glory. And to one side of the room was a set of doors that led to a balcony.

A feeling of nostalgia washed over him as he looked the the room over. He remembered living in this room with Twilight after her coronation.

'Such good memories.' He thought. He then turned his attention to the bed opposite him. It was a large canopy bed with purple curtains draped over it. As he made his way across the floor, his sharp eyes saw the shadow of a balled up figure and her sharp ears detected the small groans let out by the figure.

"You really shouldn't be so reckless." He said once he found himself next to the bed. The moans stopped abruptly as the figure shot up.

"Come to think of it, when did you get so reckless?" He continued. "I remember there was once a time when you would panic at the thought of being center stage with every pony depending on you."

"Your here?!" Twilight asked surprised as she pushed the curtain open. "When did you get here?"

Spike smiled. "Just now." He answered. "I met your guests. They seem like interesting ponies."

Twilight grinned. "They are." She said. All of a sudden she doubled over as wave of agony swept over her. In an instant, Spike had wrapped his arms around her, pulling her into an embrace as if to protect her from the pain that racked her body. As he cradled her in his arms, he could feel her body pressed against his. Against his larger body, he could feel her smaller body tremble wildly. She felt so weak. So frail. Like he could accidentally crush her if he squeezed too hard.

Instinctavly her pulled her closer, wishing that he could stop her pain and suffering. It was at moments like these that he felt the most useless. Even the best doctors couldn't ease her pain. He could barely supress a growl of frustration.

As Spike thought these things, Twilights trembling stopped and she turned to the dragon, surprised to find herself in his grasp.

"Spike." She said, breaking him from his thoughts. "You can let go now."

Spike gave Twilight one last squeeze before releasing her. "I heard you went to fight against the changelings." He said, regaining his composure.

Twilight nodded. "I felt that they were attacking and I couldn't just sit by." She said. "Besides, 'nanny', I didn't even fight. All it took was a stun spell and the royal Canterlot voice and suddenly they were falling over themselves to get away."

Inwardly, Spike breathed a sigh of relief. "You still shouldn't have gone." He said. "What if something happened? What if you had one of your fits?"

"I can't sit around all day Spike." Twilight replied. "Equestria is my responsebilty. I can't just leave it to every pony else just because I'm sick. During times like these, a strong leader is needed. To inspire hope in the the hearts of those who need it. Besides, it doesn't hurt that bad."

Twilight was stubborn. And Spike had to conceded defeat. Even if he didn't want to. Instead he grasped her tight in a gentle hug. Twilight rested her head on his shoulder.

"I worry about you." He whispered. "If I lose you, then who else am I going to have?"

Twilight's eyes softened as fatigue began to weigh her down. "I'm sorry." She whispered back. "I'll try to be more careful next tim..."

Spike looked down and saw that Twilight had nodded off. He smiled as he lay her down on her pillow and tucked her blanket onto her.

'I remember when I was younger and Twilight would tuck me in just like this.' He thought as he pulled the curtains closed and left the room, closing the doors behind him gently. His thought of the days when he was younger. His infancy and egg life was a haze. The first thing he could remember was a powerful warm sensation as he hatched. The next thing he remembered was growing to several times his size as vast amounts of power surged through him suddenly. Then he returned to his normal size.

Throughout his infancy, he remembered a warm motherly feeling around him. It made him happy. In his later years things became clearer as he met the source of the glow and the one who had hatched him. Twilight Sparkle. Magic prodigy and mother figure. That's what she was to him. Over the years she taught him many things. How to walk first. Then how to speak. His first word had been Twily. He smiled fondly at the memory. He had learned that from Shining Armor and since he couldn't say her full name yet, he called her Twily for a while.

Once he had a grasp of words and grammer, along with the mechanics of body movement, Spike moved on to the next step. Twilight had then taught him reading, writing, spelling and math. Over the years he had became her faithful friend and assistant. And when they moved to Ponyville, he continued in helping her with her studies.

As he walked, he thought of all the adventures that they had in Ponyville. He rembered their first adventure when they'd turned Nightmare Moon back into Luna. He rembered with delight the time when they'd tried to rescue Rarity from the diamond dogs and the shock they'd had when the diamond dogs begged on paws and knees for them to take her back. He giggled when he remembered the time Twilight learned about Pinkie Sense and ultimately gave up trying to fight it.

These and many other fond memories were precious to Spike.

Lost in his thoughts and memories, Spike didn't notice the mare rounding the corner until he collided with her. Cursing himself for not paying attention, Spike got up and turned to the mare. There in front of him was a pale yellow pegasus with a long golden mane and a ring of strange keys for a cutiemark.

"Sorry." Spike apologized as he held his claw out to the mare. The mare took the claw and Spike pulled her to her hooves.

"Don't apologize." She answered. "I wasn't paying attention."

"Neither was I." Spike countered. At that point Spike noticed the group behind her.

As he released the mare's hoof, Applejack trotted forward. "You two okay?" She asked with concern in her voice.

"Just fine Applejack." Spike answered.

The mare nodded. "It was just a little surprise." She said.

Applejack grinned. "Okay then." She said. "Next time watch where yer goin'. Both of ya."

Laughter all round.

"By the way." Spike started. "I didn't catch your names. Care to introduce me?"

"Oh! Sorry." The pegasus mare apologized. "I'm Lucy."

"I'm Erza." Another pony said.

"Grey." Said a stallion.

"Gajeel."

"I'm Wendy."

"And I'm Levy."

"I'm Natsu."

"I'm Happy." Said a strange blue cat. "This is Pantherlily." He pointed to a black cat. "And Carla." He pointed to a white female cat with a dress.

Spike nodded to the group. "Well, as we say, 'its always good to make new friends.' He said. "I hope you enjoy your stay here."

They nodded back. "We were just going to our rooms." Erza said. "Its late and we want an early start on the day."

"Then by all means." Spike said stepping aside. "Don't let me stop you. It was nice to meet you all. Sleep well and see you tomorrow."

"So you'll be staying?" Lucy asked.

Spike nodded as he proceeded down the hall they came from.

"How long do you plan on staying?" Natsu asked.

Spike shrugged as he pulled open the doors to his own room. "I guess I'll be around awhile."

"Cool." Natsu said with a grin. "See you tommorow."

"Likewise." He said as he pulled his doors shut, ending the conversation.

The group continued down the hall. As they walked, their new friends would point out various things.

As they continued down the hall, the group found Flash standing outside of a large set of double doors with winged unicorns (their friends had identified them as alicorns) carved onto the wood. The alicorns stood on their hind legs with forelegs pointing up. Above one was a golden sun. Above the other a silver moon. And in between the two was a large six pointed star. They assumed that this room was Twilight's.

As they passed the door, Erza stepped forward towards the door, causing the group to stop. Upon her approach, Flash stepped forward in front of her.

"May I help you?" He asked calmly.

"I never got the chance to formally thank Princess Twilight for her help." Erza answered, her voice even. "I know that if it weren't for her, I wouldn't be standing her right now. It would be criminal if I don't apologize formally."

Flash nodded. "Your sentiment is understandable." He said. "However, Twilight has already fallen asleep. Besides I'm sure she doesn't mind. You can give your thanks tomorrow."

Erza blinked and bowed. "Very well." She said. "I'm sure it can wait a bit longer if her highness doesn't mind."

Flash smiled. "I'm sure." He said. "Just don't call her 'highness'. She hates it when her friends use that title."

"I'll keep that in mind." Erza said as they walked away.

After having the room arrangements sorted, boys in one room, girls in another, Erza had to admit to herself that what she'd said to Flash was only half the truth. While she did want to thank the monarch for saving them, she also wanted to ask her why she knew what she knew about them. When they first met her officially, the first thing that she'd said was that 'magic here works differently then magic there'. It was like she knew they were from a different world. But how could she know? And why did she have them brought to the castle?

Erza sighed as she pulled her blankets up. 'I'm just going to wait until tomorrow.' She thought. Soon after this thought, she fell asleep.


End file.
